InterCapital has successfully advised Mlin i pekare in the reverse takeover of Čakovečki mlinovi, a publicly traded company operating in segments of retail, bakery and milling. Following the merger, Mlin i pekare has an economic interest of 56% in Čakovečki mlinovi.
This reverse takeover marks first of its kind transaction in the Croatian corporate history and represents a unique transaction where a smaller, private and indebted company acquired a larger, publicly traded and cash rich one.
Following the merger, the consolidation of retail operations will result in national player with more than 350m EUR in revenue, making it the 8th largest player in Croatia. Moreover, the new entity has more than 1.250 stores with more than 900 coming from brands Mlin i pekare, Prehana Trgovina and Trgovina Krk and remaining 350 through its minority stake in NTL (which recorded EUR 178m in revenue in 2023).
At the same time, total bakery capacity of the Group exceeds 30,000 tons of bakery products, including Zagrebačke Pekarne Klara as its backbone as well as bakery operations of Čakovečki mlinovi and Mlin i pekare with combined six production plants across the country. The milling capacity is around 100,000 tons annually making it number 2nd largest player in Croatia.
Alongside being the lead advisor to Mlin i pekare, InterCapital has also acted as an advisor in an acquisition financing loan that was used to finance the acquisition of a minority stake (24.8%) in Čakovečki mlinovi from its single largest shareholder. Simultaneously Mlin i pekare signed a shareholder agreement with 2 Pension funds (AZ and PBZCO) through which the parties are acting in concert. The stated triggered a mandatory takeover bid for the remaining shares of Čakovečki mlinovi.
Following the mandatory takeover bid, Mlin i pekare (New Mip d.o.o) merged with Čakovečki mlinovi, resulting in Mlin i pekare holding a 51.8% stake in Čakovečki mlinovi with additional 4.0% through Plodinec d.o.o. The value of the transaction is therefore EUR 98m, while the 100% basis equals to EUR 175m. Due to the complexity of entire Transaction as well as needed fulfilment of antitrust regulatory requirements, the entire Transaction took more than two years to be completed.
We are proud to have played an important role in success of this highly complex transaction, which further attests to the robustness of InterCapital’s retail and food practice.
